Common use of Content Security Breach Clause in Contracts

Content Security Breach. In the event Provider reasonably concludes that either the Provider Content is or may be subject to a Security Breach, or that there has been a failure of the Security Measures in place by Google with respect of the Provider Content, Provider shall first provide Google with written notice of its concerns. The parties shall meet and in good faith discuss ways to address Provider’s concerns within three (3) business days of such written notice, and in good faith develop and implement a “Breach Solution”. In the event the parties are unable to develop a mutually acceptable Breach Solution, Provider may, at its option and in its sole discretion, and to the extent affected by Security Breach, remove, and/or suspend making publicly available any Provider Content on the Google Services even if required under Provider’s content commitment (“Suspension”) and such suspension shall in no way be deemed a material breach by Provider of the Agreement. Such Suspension (i) shall continue for a maximum of thirty (30) days or until the concerns are sufficiently resolved, and (ii) shall, if necessary to maintain compliance, relieve Provider of its minimum content requirements. During a Suspension as provided for under this Section 3.3.2, Provider shall not have the right to claim a material breach under this Agreement relating to an issue regarding a security concern or Breach Solution until such time as the parties have met, discussed the resolution, and worked in good faith to resolve such issues.

Content Security Breach. In the event Provider reasonably concludes that either the Provider Content is or may be subject to a Security Breach, or that there has been a failure of the Security Measures in place by Google with respect of the Provider Content, Provider shall first provide Google with written notice of its concerns. The parties shall meet and in good faith discuss ways to address Provider’s concerns within three (3) business days of such written notice, and in good faith develop and implement a “Breach Solution”. In the event the parties are unable to develop a mutually acceptable Breach Solution, Provider may, at its option and in its sole discretion, and to the extent affected by Security Breach, remove, and/or suspend making publicly available any Provider Content on the Google Services YouTube Website and Monetized Platforms even if required under Provider’s content commitment (“Suspension”) and such suspension shall in no way be deemed a material breach by Provider of the Agreement. Such Suspension (i) shall continue for a maximum of thirty (30) days or until the concerns are sufficiently resolveddays, and (ii) shallafter which time, if necessary the parties are unable to maintain complianceagree on a Breach Solution, relieve Provider of its minimum content requirementsshall have the right to terminate this Agreement immediately upon written notice. During a Suspension as provided for under this Section 3.3.2, Provider shall not have the right to claim a material breach under this Agreement relating to an issue regarding a security concern or Breach Solution until such time as the parties have met, discussed the resolution, and worked in good faith to resolve such issues.